<PAGE>

                                                                   EXHIBIT 10.25

                        DATED THIS 1ST DAY OF APRIL, 2003

                                     Between

                             FORTUNE CENTURY SDN BHD
                                 JANTRON SDN BHD
                                  ("Landlords")

                                       And

                           MATTLINE INDUSTRIES SDN BHD
                                   ("Tenant")

     ----------------------------------------------------------------------


                                TENANCY AGREEMENT

     ----------------------------------------------------------------------

                                 WONG & PARTNERS
                             ADVOCATES & SOLICITORS
                                Level 41, Suite A
                                Menara Maxis KLCC
                               50088 Kuala Lumpur
                           Telephone: (603) 2055 1888
                           Facsimile: (603) 2161 2919

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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
CLAUSE                                                                                         PAGE
<S>                                                                                            <C>
1.       DEFINITIONS AND INTERPRETATION............................................              1

         1.1.     Definitions......................................................              1

2.       AGREEMENT FOR TENANCY.....................................................              3

         2.1.     Grant of Tenancy.................................................              3
         2.2.     Term of Tenancy..................................................              3
         2.3.     Rent Reserved....................................................              3

3.       TENANT'S COVENANTS........................................................              4

         3.1.     Tenant's Covenants...............................................              4

4.       LANDLORDS' COVENANTS......................................................              7

         4.1.     Landlords' Covenants.............................................              7

5.       BREACH AND TERMINATION....................................................              8

         5.1.     Forfeiture on Breach.............................................              8
         5.2.     Termination by Notice............................................              8

6.       FIRES, ACCIDENTS AND OTHER SPECIFIED EVENTS...............................              8

         6.1.     Suspension of Rent...............................................              8
         6.2.     Damage by Fire etc...............................................              9
         6.3.     Accidents on Premises............................................              9

7.       OPTION FOR RENEWAL........................................................             10

         7.1.     First Renewal Option.............................................             10
         7.2.     Second Renewal Option............................................             10
         7.3.     Revised Rent.....................................................             10

8.       REPRESENTATIONS AND WARRANTIES............................................             11

9.       MISCELLANEOUS.............................................................             11

         9.1.     Notices..........................................................             11
         9.2.     Time of Essence..................................................             13
         9.3.     Amendments and Severability......................................             13
         9.4.     Exclusion........................................................             13
         9.5.     Waiver...........................................................             13
         9.6.     Binding Effect...................................................             13
</TABLE>

                                       i

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<TABLE>
         <S>                                                                                    <C>
         9.7.     Assignment.......................................................             14
         9.8.     Governing Law and Jurisdiction...................................             14
         9.9.     Expenses and Costs...............................................             14
         9.10.    Interpretation of Headings.......................................             14
</TABLE>

                                       ii
<PAGE>

                                TENANCY AGREEMENT

THIS TENANCY AGREEMENT is made the day and year stated in Item 1 of the First
Schedule hereto between the parties whose names and descriptions are stated in
Item 2 of the said Schedule ("THE LANDLORDS") of the one part AND the party
whose name and description are stated in Item 3 of the said Schedule ("THE
TENANT") of the other part.

RECITALS

(A)      Fortune Century Sdn Bhd and Jantron Sdn Bhd are the legal and
         beneficial owners of two adjoining pieces of land under HSD 31770, PT
         3217 at Mukim 1, Seberang Perai Tengah, Pulau Pinang and HSD 31777, PT
         3221 at Mukim 1, Seberang Perai Tengah, Pulau Pinang respectively,
         (collectively "DEMISED PREMISES""), as delineated in blue on the site
         plan annexed hereto as ANNEXURE 1.

(B)      The Landlords are desirous of granting and the Tenant of accepting a
         tenancy of the Demised Premises, subject to the terms and conditions
         hereinafter contained.

NOW THIS AGREEMENT WITNESSETH AND IT IS AGREED  as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1.     Definitions

Wherever used in this Agreement (unless the context shall otherwise require) the
following expressions shall have the following meanings :

"APPROPRIATE AUTHORITY"              Any governmental or quasi-government
                                     authority or agency authorized under any
                                     written law in force in Malaysia to supply
                                     electricity, water, telephone and other
                                     amenities.

"BUSINESS"                           The business of the Tenant being electronic
                                     manufacturing services.

"COMMENCEMENT DATE"                  The date on which the Term shall commence
                                     which date is stated in Item 5(b) of the
                                     FIRST SCHEDULE hereto annexed.

"COMPLETION DATE"                    means the date of completion of the Joint
                                     Venture Agreement;

"DEMISED PREMISES"                   The premises to be let by the Landlords to
                                     the Tenant, particulars whereof are set out
                                     in Item 4 of the FIRST SCHEDULE hereto
                                     annexed and which expression shall include
                                     all or any part thereof.

"EXPIRY DATE"                        The date on which the Term is deemed to be
                                     terminated by effluxion of time (unless
                                     sooner determined or otherwise extended

                                       1

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                                     under the provisions hereof), which date is
                                     stated in Item 5(c) of the FIRST SCHEDULE
                                     hereto annexed.

  "FIRST RENEWAL TERM"               The term of years to be granted on a
                                     renewal of the tenancy of the Demised
                                     Premises in accordance with Clause 7. 1,
                                     which renewal term is stated in Item 8 of
                                     the FIRST SCHEDULE hereto annexed.

"FIRST RENEWAL TERM                  The date on which the First Renewal Term is
EXPIRY DATE"                         deemed to be terminated by effluxion of
                                     time (unless sooner determined or otherwise
                                     extended under the provisions hereof),
                                     which date is stated in Item 5(d) of the
                                     FIRST SCHEDULE hereto annexed.

"JOINT VENTURE
AGREEMENT"                           means the joint venture agreement between
                                     TFS International, Ltd., TFS International
                                     II, Ltd., Unico Systems Sdn Bhd, Unico
                                     Holdings Berhad and the Tenant dated April
                                     1, 2003;

"LANDLORDS"                          The parties whose name and description are
                                     stated in Item 2 of the FIRST SCHEDULE
                                     hereto annexed, which expression shall
                                     include its successors-in-title and
                                     assigns.

"MONTH"                              A period calculated from any specific day
                                     up to and including the day numerically
                                     corresponding to that specific day in the
                                     relevant subsequent month or if there shall
                                     be no such day or such subsequent month,
                                     then the period shall expire on the last
                                     day of that month.

"RENT"                               The amount payable by the Tenant to the
                                     Landlords monthly in advance as rent during
                                     the Term hereby granted, which amount is
                                     stated in Item 6 of the FIRST SCHEDULE
                                     hereto annexed and which expression shall
                                     include the Revised Rent.

"RENT DEPOSIT"                       The amount payable forthwith by the Tenant
                                     to the Landlords as deposit to secure the
                                     due observance and performance of the
                                     covenants on the part of the Tenant herein
                                     contained, which amount is stated in Item 7
                                     of the FIRST SCHEDULE hereto annexed.

"REVISED RENT"                       means the Rent for the tenancy of the
                                     Demised Premises during the Second Renewal
                                     Term, determined in accordance with Clause
                                     7.3.

"SECOND RENEWAL TERM"                The term of years to be granted on a second
                                     renewal of the tenancy of the Demised
                                     Premises in accordance with Clause 7.2,
                                     which term is stated in Item 9 of the FIRST
                                     SCHEDULE hereto annexed.

"TENANT"                             The party whose name and description is
                                     stated in Item 3 of the FIRST SCHEDULE
                                     hereto annexed, which expression shall
                                     include its successors-in-title and
                                     permitted assigns, as the case may be.

                                       2

<PAGE>

"TERM"                               The term of years hereby granted for the
                                     tenancy of the Demised Premises, which term
                                     is stated in Item 5(a) of the FIRST
                                     SCHEDULE hereto annexed.

"YEAR"                               A period of three hundred and sixty five
                                     (365) days.

Words importing masculine gender shall include the feminine and neuter genders.
Words importing the singular shall include the plural number and vice versa.
References to any statute or legislation include any statutory amendment or
re-enactment thereof. All references to Clauses and Schedules are unless
otherwise provided, references to Clauses of and Schedules to this Agreement.
The headings of this Agreement are inserted for convenience only and shall not
define or limit the provisions hereof. Where there are two or more persons
included in the expressions "the Landlords" and /or " the Tenant" all covenants
agreements and stipulations expressed to be made by the Landlords shall be
deemed to be made by such persons jointly and severally.

2.       AGREEMENT FOR TENANCY

2.1.     Grant of Tenancy

         In consideration of the Rent and the Tenant's covenants hereinafter
         reserved and contained, the Landlords let and the Tenant takes the
         Demised Premises.

2.2.     Term of Tenancy

         The tenancy herein granted shall be for a Term commencing from the
         Commencement Date and expiring on the Expiry Date, subject to the
         provisions for sooner determination hereinafter contained.

2.3.     Rent Reserved

         (a)      The Rent hereby reserved in the amount stated in Item 6 of the
                  FIRST SCHEDULE hereto annexed shall be paid without any
                  deduction whatsoever monthly in advance on or before the 7th
                  day of the month, save that the first payment of Rent shall be
                  made on the Commencement Date, pro-rated to the amount of days
                  remaining in that month.

         (b)      In respect of the final month of the tenancy of the Demised
                  Premises, the payment of Rent shall be made no later than the
                  7th day of that month, pro-rated to the amount of days
                  remaining in that month.

                                       3

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3.                TENANT'S COVENANTS

3.1.              Tenant's Covenants

         The Tenant hereby covenants with the Landlords as follows:

         (a)      To Pay Rent

                  To pay the Rent reserved punctually on the days and in the
manner aforesaid.

         (b)      To Pay Rent Deposit

                  Upon the execution of this Agreement to deposit with the
                  Landlords the Rent Deposit stipulated in Item 7 of the FIRST
                  SCHEDULE and such deposit less any monies found to be due and
                  owing by the Tenant under the provisions herein, shall be
                  refunded free of interest to the Tenant within fourteen (14)
                  days after the expiration or determination of the tenancy,
                  failing which the Landlords shall further pay to the Tenant an
                  agreed interest calculated at the then prevailing Base Lending
                  Rate of Malayan Banking Berhad on the Rent Deposit from the
                  expiry of the fourteen (14) day period up to the date of the
                  actual payment thereof. The Rent Deposit shall not be taken to
                  be or treated as payment of Rent in ascertaining whether Rent
                  has been in arrears.

         (c)      Restriction on Assignment, Sublet, etc

                  Not to assign, sublet, part with, share possession or grant
                  any licenses for use of the Demised Premises or any part
                  thereof without prior written consent of the Landlords.

         (d)      To Inform Landlords of Damage

                  To immediately inform the Landlords of any damage caused to
                  the Demised Premises.

         (e)      To Permit Landlords to Enter View and Execute Repairs

                  To permit the Landlords its agents or workmen to enter upon
                  the Demised Premises at all reasonable hours and provided
                  reasonable advance written notice has been served on the
                  Tenant, to view the condition thereof and to issue notice in
                  writing addressed to the Tenant of all defects and damage then
                  found and the Tenant shall make good the same according to
                  such notice where reasonable and if the Tenant shall fail so
                  to do, the Tenant shall permit the Landlords to enter upon the
                  Demised Premises for the purpose of carrying out such repairs
                  at reasonable costs and the costs thereof shall on demand be
                  forthwith repaid by the Tenant to the Landlords.

                                       4

<PAGE>

         (f)      Construction or Alteration

                  Not to carry out any construction or alterations to the
                  Demised Premises without the Landlords' written consent to
                  such changes. In the event such changes have been consented to
                  by the Landlords, the Landlords reserves the right to demand
                  the removal of such construction or alterations at the end of
                  the Tenancy and the cost and expense of removing the same
                  shall be borne and paid by the Tenant.

         (g)      Not to Use for Illegal or Immoral Purposes

                  Not to use or permit or suffer the Demised Premises or any
                  part thereof to be used for any illegal or immoral purposes.

         (h)      Specified Use Only

                  To use and occupy the Demised Premises to carry on the
                  Business of the Tenant only and not for any other purpose.

         (i)      To Comply with Notices

                  Upon the receipt of any notice, order, direction or other
                  thing from a competent authority affecting or likely to affect
                  the Demised Premises whether the same shall be served directly
                  on the Tenant or the original copy thereof be received from
                  any other lessee or other person whatsoever the Tenant will so
                  far as such notice, order, direction or other thing or the
                  ordinance regulations or other instrument under and by virtue
                  or which it is issued or the provisions hereof require of the
                  Tenant to do so comply therewith at its own expenses and will
                  forthwith deliver to the Landlords a copy of such notice order
                  or other thing.

         (j)      Not to Bring Inflammable Substance on Premises

                  Not to store or bring upon the Demised Premises arms,
                  ammunition or unlawful goods, gunpowder, petrol, kerosene or
                  any explosive or combustible substance in any part of the
                  Demised Premises (save as required for the Business) and not
                  to do or permit or suffer to be done anything whereby the
                  policy or policies of insurance on the Demised Premises
                  against loss or damage by fire for the time being subsisting
                  may become void or voidable or whereby the rate of premium
                  thereon may be increased and to make good all damages suffered
                  by the Landlords and to repay to the Landlords all sums paid
                  by the Landlords by way of increased premiums and all expenses
                  incurred by the Landlords in or about any renewal of such
                  policy or policies rendered necessary by a breach or
                  non-observance of this covenant.

         (k)      Advertisement

                  Any placard, poster, notice, advertisement, name, or sign
                  erected, attached or exhibited by the Tenant shall at the
                  expiry or termination of the tenancy be dismantled by the
                  Tenant at its own expense. Any placard, poster, notice,

                                       5

<PAGE>

                  advertisement, name or sign erected, allocated or exhibited by
                  the Tenant which is not in conformity with this present
                  covenant shall forthwith be dismantled at the cost of the
                  Tenant unless otherwise agreed to by the Landlords in its
                  absolute discretion.

         (l)      Not to Permit Nuisances, etc.

                  Not to do or suffer the Demised Premises or any part thereof
                  any act, matter or thing, whatsoever which may be or tend to
                  the nuisance, annoyance, damage or disturbance of the
                  Landlords or the owners, tenants, lessees or occupiers of any
                  adjoining or neighbouring property.

         (m)      Laws and Regulations

                  Not to do or permit to be done on the Demised Premises
                  anything which will or may infringe any of the laws, by-laws
                  or regulations made by the government, the local town board or
                  any competent authority affecting the Demised Premises.

                  To obtain and maintain at its own expense all licenses,
                  permits, registrations (including trade name) and other
                  consents necessary for the conduct of the Business;

         (n)      To Keep Clean the Premises etc.

                  At all times to keep clean the Demised Premises and not to
                  cause or permit any obstruction to the entrance, exit,
                  pavements or drains and other areas, the use of which is
                  common to the Demised Premises and to other premises.

         (o)      To Yield Up

                  At the expiration or determination of this tenancy peaceably
                  to surrender and yield up to the Landlords the Demised
                  Premises in good tenantable repair and condition and in proper
                  working order (fair, wear and tear and damage by fire, storm,
                  tempest, riot and other causes beyond the Tenant's control
                  excepted) AND IT IS AGREED that the foregoing covenant shall
                  apply and attach to all fixtures or fittings affixed or
                  fastened to the Demised Premises or any part thereof by the
                  Tenant AND that the Tenant may from time to time substitute
                  the Landlords' Fittings of at least as good a kind or quality
                  as and not less suitable in character nor of less value than
                  those for which they are respectively to be substituted and in
                  any such case this present covenant shall attach and apply to
                  the things so substituted.

                                       6

<PAGE>

4.       LANDLORDS' COVENANTS

4.1.     Landlords' Covenants

         The Landlords hereby covenants with the Tenant as follows :

         (a)      That in consideration of the Tenant duly paying the rent
                  hereby reserved and observing and performing the several
                  covenants and stipulations herein the Tenant shall peaceably
                  hold and enjoy the Demised Premises during the said Term
                  without any disturbances by the Landlords or any person
                  lawfully claiming under or in trust for the Landlords;

         (b)      At all times throughout the Term hereby created to keep the
                  Demised Premises insured (excluding the Tenant's fixtures,
                  fitting, furniture and stocks) against loss or damage by fire
                  and to pay all premiums incurred;

         (c)      To pay all present and future quit rent, assessment, property
                  tax or other rates and impositions of like nature by
                  whatsoever name levied in respect of the Demised Premises;

         (d)      To keep the main structure the main drains and the main pipes
                  and the external wall of the Demised Premises in good and
                  tenantable repair and conditions unless it is damaged by
                  malicious negligence or careless acts or omissions of the
                  Tenant its servants employees agents invitees or licensees;

         (e)      To refund the Rent Deposit to the Tenant within fourteen (14)
                  days after the Tenant shall have:

                  (i)      yielded up vacant possession of the Demised Premises
                           to the Landlords in good and substantial repair and
                           condition and in accordance with the covenants herein
                           contained; and

                  (ii)     provided evidence satisfactory to the Landlords that
                           it has settled all arrears of Rent.

                  PROVIDED in default of the aforesaid the Landlords shall be at
                  liberty to deduct therefrom such sum or sums as may be
                  required to cover all arrears of Rent and the cost of carrying
                  out any repair that should have been undertaken by the Tenant;

         (f)      Notwithstanding anything in this Agreement, the Landlords
                  shall ensure that the Tenant is permitted to carry out
                  renovations and alterations, (structural or otherwise), and
                  create partitions in (whether permanent or temporary) to the
                  Demised Premises or any part thereof in accordance with the
                  business requirements of the Tenant.

                                       7

<PAGE>

5.                BREACH AND TERMINATION

5.1.              Forfeiture on Breach

         If:

         (1)      the Rent hereby reserved or any part thereof shall at any time
                  be unpaid for seven (7) days after becoming payable (whether
                  formally demanded or not);

         (2)      any of the covenants on the part of the Tenant herein
                  contained shall not be performed or observed;

         (3)      the Tenant shall enter into any composition for the benefit of
                  its creditors or shall suffer any distress or execution to be
                  levied on the its goods or have a receiving order made against
                  it or shall become bankrupt;

         then and in any of the said cases it shall be lawful for the Landlords
         to issue to the Tenant a notice in writing :

         (a)      specifying the particular breach complained of; and

         (b)      if the breach is capable of remedy, requiring the Tenant to
                  remedy it,

         and in the event that the Tenant shall fail within fourteen (14) days
         after the service of such notice on the Tenant including the day of
         such service, to remedy the breach (if it is capable of remedy) to the
         satisfaction of the Landlords, it shall be lawful for the Landlords at
         any time thereafter to forfeit this tenancy and to re-enter onto the
         Demised Premises or any part thereof in the name of the whole and
         thereupon this tenancy shall absolutely determine but without prejudice
         to the right of action of the Landlords in respect of any antecedent
         breach by the Tenant of the covenants herein contained.

5.2.     Termination by Notice

         If either party shall desire to terminate the term hereby granted the
         party desirous to do so shall give to the other party at least three
         (3) months prior written notice of such desire without the necessity of
         providing reasons. Immediately upon expiration of such notice, the
         Agreement and everything herein contained shall terminate and cease to
         have further effect provided that the Rent Deposit shall be refunded to
         the Tenant within fourteen (14) days of the termination of the
         Agreement but without prejudice to the rights of either party against
         the other in respect of any antecedent claim for breach of covenant.

6.       FIRES, ACCIDENTS AND OTHER SPECIFIED EVENTS

6.1.     Suspension of Rent

         If the Demised Premises or any part thereof shall be destroyed or
         damaged by fire (except where the fault or negligence of the Tenant has
         caused the fire) lightning, flood, storm,

                                       8

<PAGE>

         explosion or in any way rendered unfit for use or occupation for a
         period greater than one (1) month, then the rent hereby covenanted to
         be paid or a fair proportion thereof according to the nature and extent
         of the damage sustained shall be suspended until the Demised Premises
         shall again be rendered fit for habitation and use. The period in which
         the rent has been suspended shall be extended into the Term of tenancy
         granted herein PROVIDED THAT in such event the Tenant may determine the
         tenancy by giving one (1) month's notice in writing and be entitled to
         the return of the Rent Deposit within fourteen (14) days from the date
         of such termination but without prejudice to the rights and remedies of
         either party against the other in respect of any antecedent claim or
         breach of covenant AND PROVIDED FURTHER THAT nothing in this clause
         shall render it obligatory on the Landlords to restore, reinstate or
         rebuild the Demised Premises or any part thereof, if the Landlords in
         its absolute discretion does not desire to do so in which event the
         Landlords shall be entitled to terminate this tenancy by one (1)
         month's notice in writing to the Tenant and upon such termination
         neither party shall have any claims against the other save and except
         in respect of any antecedent claim or breach of covenant.

6.2.     Damage by Fire etc.

         (a)      If the Demised Premises or any part thereof shall be destroyed
                  or damaged by fire (except where such fire has been caused by
                  the fault or negligence of the Tenant) earthquakes, riot,
                  civil commotion or Act of God or other inevitable cause
                  without default of the Tenant so as to render the Demised
                  Premises, in the opinion of the relevant authorities to be
                  unfit for occupation and use by the Tenant then in such an
                  event, the Tenant shall have the right to determine the
                  Tenancy by giving a notice in writing to the Landlords within
                  fourteen (14) days upon receipt of the written confirmation by
                  the relevant authorities whereupon the Landlords shall refund
                  the Deposit to the Tenant within thirty (30) days of receipt
                  of the Tenant's notice of termination.

         (b)      In the event that the Tenant fails to exercise the right as
                  provided for under Clause 6.02(a) within fourteen (14) days
                  upon receipt of the said written confirmation by the relevant
                  authorities then the rent hereby covenant to be paid or a fair
                  proportion hereof according to the nature and extent of the
                  damage sustained shall be suspended from the date of such
                  destruction or damage (hereinafter referred to as the
                  "DESTRUCTION DATE") until the Demised Premises shall again be
                  rendered fit for occupation and use by the Tenant within two
                  (2) months from the Destruction Date.

6.3.     Accidents on Premises

         The Landlords shall not be responsible to the Tenant or the Tenant's
         licensees, servants, agents or other persons in the Demised Premises or
         calling upon the Tenant for any accident happening or injury suffered
         or damage to or loss of any chattel or property sustained on the
         Demised Premises or in the building of which the Demised Premises form
         part SAVE WHERE the accident occurred due to the fault or negligence of
         the

                                       9

<PAGE>

         Landlords, in which event the Landlords shall make reasonable
         compensation to the persons suffering such loss, injury or damage.

7.       OPTION FOR RENEWAL

7.1.     First Renewal Option

         If either the Landlord or the Tenant intends for the tenancy of the
         Demised Premises to be extended for the further term as stated in Item
         8 of the FIRST SCHEDULE hereto ("FIRST RENEWAL TERM"), the Landlord or
         the Tenant may give written notice to the other party not later than 3
         months before the Expiry Date, and the Landlord shall grant, and the
         Tenant shall take, at the cost of the Tenant a new tenancy of the
         Demised Premises for the First Renewal Term beginning from the Expiry
         Date upon covenants and stipulations identical to those as are herein
         contained with the exception of this covenant for renewal and other
         provisions contained in clause 7.02 and 7.03, provided always that
         where the Tenant seeks to extend the tenancy of the Demised Premises,
         it shall be incumbent on the part of the Tenant to have fulfilled and
         /or performed the following conditions precedent :

         (a)      the Tenant shall have paid the Rent hereby reserved,

         (b)      the Tenant shall have performed and observed all the covenants
                  and obligations on the Tenant's part contained until the
                  Expiry Date.

7.2.     Second Renewal Option

         If, during the First Renewal Term, the Tenant shall be desirous of
         tenanting the Demised Premises for a further term or terms of years as
         stated in Item 9 of the FIRST SCHEDULE hereto ("SECOND RENEWAL TERM"),
         the Tenant shall give written notice of such desire to be served upon
         the Landlord not later than 3 months before the First Renewal Term
         Expiry Date and subject to the fulfillment of the following conditions
         precedent :

         (a)      that the Tenant shall have paid the Rent hereby reserved,

         (b)      that the Tenant shall perform and observe all the covenants
                  and obligations on the Tenant's part contained until the
                  Renewal Term Expiry Date,

         then the Landlords will grant to the Tenant at the cost of the Tenant a
         new tenancy of the Demised Premises for the Second Renewal Term
         beginning from the First Renewal Term Expiry Date upon covenants and
         stipulations identical to those as are herein contained with the
         exception of this covenant for renewal and other provisions contained
         in clauses 7.1 and 7.3.

7.3.     Revised Rent

         (a)      Upon receipt of the Tenant's written notice stating its
                  intention to tenant the Demised Premises for the Second
                  Renewal Term, the Landlords shall inform the Tenant of the
                  Revised Rent, which is to be based on the then prevailing
                  market

                                       10

<PAGE>

                  ental rates for property similar in nature, use and location
                  to the Demised Premises.

         (b)      Upon receipt of written notice of the Revised Rent, the Tenant
                  shall be entitled to negotiate the Revised Rent with the
                  Landlords for a period of one month (or such longer period as
                  the Tenant and Landlords may mutually agree). If at the end of
                  such period, the Landlords and the Tenant are unable to agree
                  on the Revised Rent, the Tenant shall be entitled to withdraw
                  its notice to take up the Second Renewal Term and shall be
                  under no obligation to tenant the Demised Premises for the
                  Second Renewal Term.

8.       REPRESENTATIONS AND WARRANTIES

8.1.     Each of the parties hereby represents and warrants to the other that:

         (a)      it has full power and authority to enter into this Agreement.

         (b)      the execution delivery and performance of this Agreement does
                  not exceed the power granted to it or violate the provisions
                  of its Memorandum and Articles of Association; and

         (c)      no winding-up petition has been presented against it nor any
                  receivers or managers appointed.

8.2.     All warranties, representations, covenants and obligations given or
         entered into by the Landlords are given or entered into jointly and
         severally.

         For avoidance of doubt, the rights of Fortune Century Sdn Bhd and
         Jantron Sdn Bhd shall only relate to the Car Park Land s which they
         each respectively own. Accordingly, the rights of the Landlords under
         this Agreement shall relate only specifically to each piece of the
         Demised Premises of which they are the registered proprietor of and
         shall have no rights of action or enforcement otherwise.

9.       MISCELLANEOUS

9.1.     Notices

         (a)      Any notice, consent, request, claim, demand, instruction or
                  other communication required or contemplated by this Agreement
                  to be given by any party shall, unless otherwise specified
                  herein, be in the English language and be delivered.

                  (i)      by hand, by postage-prepaid registered airmail or
                           express package service addressed to the party for
                           which it is intended at the address specified in this
                           Agreement or at such other address as shall be
                           notified in writing by the respective parties.
                           Notices shall be effected on the date of delivery as
                           evidenced by the postal receipt or other written
                           receipt; or

                                       11

<PAGE>

                  (ii)     by facsimile to the numbers below (or to such other
                           numbers as notified by the parties from time to time
                           in accordance with this Clause) and shall be deemed
                           to have been received by the addressee upon
                           completion of transmission with correct answer back
                           provided that the confirmation copy of the facsimile
                           is sent to the addresses by hand or postage-prepared
                           registered airmail.

         (b)      Any such notice, consent, request, claim, demand, instruction
                  or other communication shall be addressed as follows:

                  THE LANDLORDS             Fortune Century Sdn Bhd
                                            Jantron Sdn Bhd
                                            8th Floor, Menara BGI, Plaza Berjaya
                                            12 Jalan Imbi
                                            55100 Kuala Lumpur
                                            Attention - C.Y. Wong

                                            Tel No :  (603) 2141 0166
                                            Fax No:  (603) 2142 6199

                  With copy to :

                                            Allen & Gledhill
                                            27th Floor, West Wing
                                            Menara Maybank
                                            Jalan Tun Perak
                                            50050 Kuala Lumpur
                                            Attention - Thomas Fong

                                            Tel : (603) 2072 3212
                                            Fax : (603) 2070 8684


                  THE TENANT:               Mattline Industries Sdn Bhd

                                            Level 41, Suite B
                                            Menara Maxis
                                            Kuala Lumpur City Centre
                                            50088 Kuala Lumpur

                                            Tel. No: (603) 2055 1818 Fax No:
                                            (603) 2161 2920

                                       12

<PAGE>

                  With copy to :            Wong & Partners
                                            Level 41, Suite A
                                            Menara Maxis
                                            Kuala Lumpur City Centre
                                            50088 Kuala Lumpur

                                            Tel  No : (603) 2055 1888
                                            Fax  No :  (603) 2161 2919

         or to such other address as a party may from time to time designate by
         notice to the others.

9.2.     Time of Essence

         Time wherever mentioned shall be of the essence of this Agreement.

9.3.     Amendments and Severability

         No provision of this Agreement may be amended, waived, discharged or
         terminated orally, nor may any breach of any provision of this
         Agreement be waived or discharged orally. If at any time any provision
         of this Agreement is or becomes illegal, invalid or unenforceable in
         any respect, the remaining provisions of this Agreement shall in no way
         be affected or impaired thereby.

9.4.     Exclusion

         The parties hereto admit and declare that this Agreement with the
         schedules and appendices annexed thereto (except otherwise agreed,
         varied, modified or supplemented in writing) contains the entire
         agreement between the parties and that all representations made by or
         on behalf of the Landlords or the Tenant (whether oral or otherwise)
         not embodied herein are hereby expressly excluded and negated.

9.5.     Waiver

         No failure or delay on the part of any party hereto in exercising nor
         any omission to exercise any right power privilege or remedy accruing
         hereunder upon any default on the part of the other shall impair any
         such right, power, privilege, remedy or be construed as a waiver
         thereof or an acquiescence in such default nor shall any action or
         omission to act by the said party in respect of any default or any
         acquiescence in any such default affect or impair any right, power,
         privilege or remedy in respect of any other subsequent default.

9.6.     Binding Effect

         This Agreement shall be binding on the permitted assigns or
         successors-in-title (as the case may be) of the parties hereto.

                                       13

<PAGE>

9.7.     Assignment

         No part of this Agreement may be transferred or assigned by any of the
         parties without the prior written consent of the other.

9.8.     Governing Law and Jurisdiction

         This Agreement shall be governed by and construed in accordance with
         the laws of Malaysia. The parties hereby submit to the non-exclusive
         jurisdiction of the Malaysian courts.

9.9.     Expenses and Costs

         Each party shall bear its own solicitors' fees in the preparation of
         this Agreement and all other disbursements incidental thereto but the
         stamp duty payable for this Agreement shall be borne by the Tenant
         solely.

9.10.    Interpretation of Headings

         The headings of each of the clause contained herein are inserted merely
         for convenience of reference and shall be ignored in the interpretation
         and construction of any of the provisions.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

                                       14

<PAGE>

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first above written.

SIGNED by /s/Joseph Tanner, Director                 )
                                                     )
for and on behalf of                                 )
MATTLINE INDUSTRIES SDN BHD                          )
in the presence of :                                 )

SIGNED by /s/Wong Chong Yee, General                 )
Manager, Finance                                     )
for and on behalf of                                 )
FORTUNE CENTURY SDN BHD                              )
in the presence of :-                                )

SIGNED by /s/Wong Chong Yee, General                 )
Manager, Finance                                     )
for and on behalf of                                 )
JANTRON SDN BHD                                      )
in the presence of :-                                )

                                       15

<PAGE>

                                 FIRST SCHEDULE

(Which is to be taken read and construed as an essential part of this Agreement)

<TABLE>
<CAPTION>
   Item        Description                           Particulars
--------------------------------------------------------------------------------
<S>   <C>                                     <C>
 1.   Date of Agreement                       April 1, 2003
----------------------------------------------------------------------------
 2.   Landlords                               Fortune Century Sdn Bhd
                                              Jantron Sdn Bhd
----------------------------------------------------------------------------
 3.   Tenant                                  Mattline Industries Sdn Bhd
----------------------------------------------------------------------------
 4.   Demised Premises                        HSD 31770, PT 3217 at Mukim 1,
                                              Seberang Perai Tengah,Pulau
                                              Pinang
                                              HSD 31777, PT 3221 at Mukim 1,
                                              Seberang Perai Tengah, Pulau
                                              Pinang
----------------------------------------------------------------------------
5(a)  Term of Tenancy                         Three years

5(b)  Commencement Date                       The later of 1 May 2003 or the
                                              Completion Date

5(c)  Expiry Date                             Third Anniversary of the
                                              Commencement Date

5(d)  First Renewal Term Expiry               First Anniversary of the
       Date                                   expiry of the Term
----------------------------------------------------------------------------
 6.   Rent                                    RM10,000 a month
----------------------------------------------------------------------------
 7.   Rent Deposit                            Equivalent to 2 months Rent
----------------------------------------------------------------------------
 8.   First Renewal Term                      One year
----------------------------------------------------------------------------
 9.   Second Renewal Term                     Two years
----------------------------------------------------------------------------
</TABLE>

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